Date : 27/06/2003 08:06 CPN : REPORT ON SHAREHOLDERS' RESOLUTIONS NO 1/2546 Central Pattana Public Company Limited Report on Shareholders' Resolutions No 1/2546 June 26, 2003 Subject To report on shareholders' resolutions No. 1/2546 To President of The Stock Exchange of Thailand Central Pattana Public Company Limited would like to report the resolutions passed at an Extraordinary General Meeting of Shareholders No. 1/2546 held on June 26, 2003 1. Certify the Minutes of the Annual General Meeting of Shareholder No. 1/2546 held on April 17, 2003 2. Approve an increase of registered capital of the Company from 2,000,245,000 Baht to 2,178,816,000 Baht by issuing convertible preferred share of 35,714,200 shares at 28 Baht per share (par value 5 Baht per share), the details of which are as follow : 2.1 One preferred share can be converted into one ordinary share at any time in lot of no less than 1 million shares. 2.2 Each preferred share have equal voting right to each common share. 2.3 Each preferred share shall be entitled to the same dividend rights as that of each of the Company's common share. 2.4 Preferred share's shareholders entitle in case of liquidation to receive remaining assets as follow : 2.4.1 Preferred share's shareholders shall be entitled to received a return of the full amount of the purchase price for the Company's preferred share (par value plus share premium) before ordinary share's shareholders. In case assets and/or cash are inadequate to return to all convertible preferred share's shareholders, such assets and/or cash will be proportionately allocated to preferred share's shareholders. 2.4.2 Any assets and/or cash thereafter remaining from 2.4.1 will be distributed to ordinary shareholder's who shall be entitled to receive up to the par value of such ordinary share plus share premium of the preferred share. In case assets and/or cash are inadequate to return to all convertible preferred share's shareholders, such assets and/or cash will be proportionately allocated to preferred share's shareholders. 2.4.3 The remaining asset and/or cash thereafter the payment of the clause 2.4.1 and 2.4.2 will be distributed to preferred share's shareholders and ordinary share's shareholders without preference. 3. Approve the amendment to Clause 4. of the Memorandum of Association in accordance with the increase of capital as follow : "Clause 4 Registered capital 2,178,816,000 Baht (Two billion one hundred and seventy-eight million eight hundred and sixteen thousand Baht) Divided to 435,763,200 Shares (Four hundred and thirty-five million seven hundred and sixty-three thousand two hundred shares) Par value of 5 Baht (Five Baht) Comprise of - Ordinary shares 400,049,000 Shares (Four hundred million and forty nine thousand shares) - Preferred shares 35,714,200 Shares(Thirty-five million seven hundred and fourteen thousand and two hundred shares)" 4. Approve to offer the newly issued preferred shares of 35,714,200 shares to Thailand Equity Fund which is specific investor and/or institutional investor or qualified investor in accordance with the regulation of the Securities and Exchange Commission. Executive Committee or Board of Director shall be empowered to allot such newly issued preferred shares. 5. Approve the amendment to Clause 4. (Bi) of the articles of association in accordance with the increase of capital. 6. Approve the representative from Thailand Equity Fund, Mr.Kanchit Bunajinda, to be an unauthorized director of the Company. Please be informed accordingly. Yours faithfully, (Naris Cheyklin) Secretary to the Board of Directors